13D Filing: Knighthead Capital and TerraForm Global Inc (GLBL)

Page 5 of 7 – SEC Filing

 

This Amendment No. 2 (“Amendment No.
2
”) amends and supplements the statement on Schedule 13D filed on December 27, 2016 (the “Original Schedule
13D
”), as amended by Amendment No. 1 filed on January 27, 2017 (“Amendment No. 1,” and together with
the Original Schedule 13D and this Amendment No. 2, the “Schedule 13D”) with respect to the shares of Class
A Common Stock, par value $0.01 per share (the “Shares”), of TerraForm Global, Inc., a Delaware corporation
(the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings
set forth in the Original Schedule 13D. This Amendment No. 2 amends Items 3 and 5(a), (b) and (c) as set forth below.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The purchases of Shares reported herein were made using funds from the working capital of the Knighthead Funds, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.  A total of approximately $36,449,266.60 (excluding brokerage commissions) was paid to acquire the Shares reported in this Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated in their entireties, and paragraph (c) is hereby amended and supplemented as follows:
(a) As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 9,203,400 Shares held for the accounts of the Knighthead Funds, which represents approximately 8.21% of the total Shares outstanding. Based on information in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2017, filed November 8, 2017, there were 112,100,528 Shares outstanding as of October 31, 2017.
(b) Each of the Reporting Persons share the power to vote or to direct the vote and the power to dispose or to direct the disposition of the 9,203,400 Shares held for the accounts of the Knighthead Funds.
(c) Please refer to Annex A for transactions in the Shares effected by the Reporting Persons during the past sixty days, including the transaction date, number of Shares purchased or disposed of, price per share (and, if weighted average price per share, the range of prices), identity of the Knighthead Fund that effected the transaction, and where and how the transaction was effected.

Follow Terraform Global Inc.